Worldline - 2020 Universal Registration Document

G

CORPORATE GOVERNANCE AND CAPITAL Executive compensation and stock ownership

Validation of achievement of the performance conditions for the stock options plans of May 25, 2016, and August 16, 2016, are covered in previous Registration Documents. Validation of achievement of the performance conditions for the stock

options plans of July 21, 2018, October 18, 2018, and July 24, 2019, is detailed in Section G.3.3.7 of this Universal

Registration Document.

The performance conditions of the 2018 and 2019 stock options plans are listed below:

Performance conditions*

Plan of 07/21/2018

Plans of 01/02/2019 and 07/24/2019

Group revenue organic growth for the year concerned is at least equal to:

The growth rate set forth in the Company’s budget for the corresponding year minus a percentage determined by the Board of Directors

And Group Operating Margin before

92.5% of the Group Operating Margin before Depreciation and Amortization (OMDA) disclosed in the Company’s budget for the relevant year

Depreciation and Amortization (OMDA) for the year concerned is at least equal to: And Group Free Cash Flow, before dividends and income from acquisitions/disposals for the year concerned is at least equal to:

92.5% of the Group Free Cash Flow, before dividends and income from acquisitions/disposals, stated in the Company’s budget for the relevant year.

And

For each year, at least two of three internal performance criteria must be met and if one criterion is not met, it becomes compulsory for the following year. For each year concerned, Worldline obtains at least two out of the three following scores: The Company obtains the GRI Standards “Comprehensive” score (or its equivalent if, during the plan, the term used to define the highest achievable level is modified); The Company gets the Eco Vadis “Gold” score (or its equivalent if, during the plan, the term used to define the highest achievable level is modified); The Company obtains the GAIA Index Certification score equal to or above 70% (or its equivalent if, during the plan, this term is modified).

External condition linked to environmental and social responsibility performance

Years

2018 – 2019 – 2020

2019 – 2020 – 2021

The objectives of the 2018 and 2019 stock option plans are based on the budget in line with the market guidance and were set by the Board of Directors’ meeting of December 18, 2019. The plan rules for the 2018 and 2019 stock options plans foresee that the Board of Directors reserves the right to adjust the performance indicators in the event of a change in Worldline’s scope of consolidation, a change in the accounting method used, or due to any other circumstance justifying such an adjustment in order to offset the consequences of these circumstances on the target set at the time of grant. On the Remuneration Committee’s recommendation, the Board of Directors’ meetings of July 22, 2020 and subsequently, December 18, 2020, decided to adjust the objectives set for the 2018 and 2019 stock options plans.

The Board of Directors’ meeting of July 22, 2020, on recommendation of the Remuneration Committee, decided to adjust the internal performance conditions applicable to the 2018 and 2019 stock options plans in order to align the said performance conditions with the 2020 budget revised on the basis of the revised 2020 market guidance as revised in July 2020. This adjustment is justified by the exceptional circumstances beyond management’s control (namely the crisis resulting from the health state of emergency declared at the onset of the Covid-19 pandemic). The adjustment made solely concerns the performance conditions themselves. No changes were made to the number of the initially awarded stock options for new or existing shares, or the elasticity curves.

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Universal Registration Document 2020